ENTRANT IP LICENSE AGREEMENT #
Missing MiddlesSacramento Three & Up Challenge™ (2026)
1.PARTIES AND PURPOSE
1.1Parties.
This Entrant IP License Agreement (“Agreement”) is entered into by and between Middle Kingdom Holdings LLC (“Sponsor”), which operates the Missing Middles Sacramento Three & Up Challenge™ under the trade name “Missing Middles,” and the individual Entrant or all members of a Team participating in the Missing Middles Sacramento Three & Up Challenge™ (“Entrant”).
For purposes of receiving and exercising the rights granted under this Agreement, “Sponsor” means Middle Kingdom Holdings LLC acting through its authorized officers and employees. References to “Missing Middles” in this Agreement describe Sponsor’s public-facing program and mission and do not create a separate legal entity.
For clarity, the broader definition of “Sponsor” set forth in the Competition Terms & Conditions does not apply to this Agreement, and no other person or entity shall be deemed a licensee hereunder unless expressly designated by Sponsor as a sublicensee pursuant to Section 6.
1.2Purpose of Agreement.
The purpose of this Agreement is to establish the intellectual property rights, obligations, and limitations applicable to the materials submitted by Entrant in connection with the Competition. This Agreement governs the ownership of Entrant-created content, Sponsor’s permitted uses of Submission Materials, Sponsor’s ability to create or publish derivative works, and Entrant’s limitations on the reuse of Sponsor-provided materials.
This Agreement is intended to enable Sponsor to use, reproduce, display, modify, adapt, and create derivative works from Submission Materials solely for Non-Commercial Uses, as defined herein. Such uses support the public-facing, educational, civic, and community objectives of the Missing Middles ecosystem, including but not limited to exhibitions, symposia, pattern books, curriculum development, publications, public programming, and other non-commercial initiatives advancing Sponsor’s mission.
Nothing in this Agreement grants Sponsor the right to use Submission Materials for Commercial Use as that term is defined herein, and any such rights must be granted, if at all, through a separate written agreement.
1.3Condition of Entry.
Acceptance of this Agreement is a condition precedent to participation in the Competition. Each individual who contributes to the Submission Materials, whether participating as an individual Entrant or as a member of a Team, must separately accept and assent to this Agreement and individually grant the rights set forth herein. No Submission will be considered valid unless each Entrant has accepted this Agreement in the manner required by the Competition Rules or submission platform.
For Team entries, each Team member is jointly and severally responsible for compliance with this Agreement, and no Team member may rely on a representative, captain, or other member of the Team to grant rights, make commitments, or provide consents on their behalf. All rights granted to Sponsor under this Agreement must be granted by each individual creator of the Submission Materials.
This Agreement applies equally to all Entrants, regardless of whether the Entrant becomes a Finalist or Winner, and no provision of this Agreement is contingent upon award status.
2.DEFINED TERMS
The following capitalized terms have the meanings set forth in this Section 2. Capitalized terms not defined here have the meanings assigned to them in the Competition Terms & Conditions or Competition Rules.
2.1“Submission Materials”
“Submission Materials” means all materials submitted by Entrant or on Entrant’s behalf at any stage of the Competition, whether in draft or final form, including without limitation design files, drawings, models, renderings, text, narratives, diagrams, data, images, audiovisual materials, digital files, feasibility analyses, embedded metadata, revisions, and any supplemental materials uploaded, delivered, or otherwise provided to Sponsor in connection with the Competition.
2.2“Entrant IP”
“Entrant IP” means all copyrightable or otherwise protectable intellectual property created by Entrant that is embodied in the Submission Materials, including all original creative elements, architectural designs, drawings, renderings, narratives, and concepts contributed by Entrant, whether created prior to or during the Competition. Entrant IP excludes all MM Materials and any verbatim reproduction or unmodified incorporation thereof, but does not exclude Entrant’s original creative contributions merely because such contributions were developed using or in reference to MM Materials.
2.3“MM Materials”
“MM Materials” means any templates, pro formas, frameworks, design materials, datasets, maps, planning information, instructions, prompts, downloadable content, diagrams, documentation, feasibility tools, technical frameworks, zoning overlays, site information, or other materials provided or made available by Sponsor or its collaborators for use in connection with the Competition. MM Materials are and shall remain the exclusive property of Sponsor. Entrant may use MM Materials solely for the purpose of preparing Submission Materials and may not reproduce, redistribute, publish, commercialize, adapt, or otherwise reuse MM Materials after the conclusion of the Competition.
2.4“Derivative Works”
“Derivative Work” means any modification, adaptation, annotation, combination, excerpt, extension, transformation, or other alteration of the Submission Materials created by or on behalf of Sponsor for permitted Non-Commercial Uses.
2.5“Non-Commercial Use”
“Non-Commercial Use” means any use of a Submission or derivative thereof in which the Submission Materials, or any portion or derivative thereof, are not sold, licensed for a fee, or otherwise monetized. Non-Commercial Use includes, without limitation, educational, promotional, research, symposium, accelerator, pattern book, planning, feasibility, civic, or public-interest uses, regardless of whether such uses indirectly support or promote revenue-generating activities of Sponsor or its affiliates.
Non-Commercial Use expressly includes the development, publication, and free distribution of pattern books, plan sets, feasibility tools, curriculum, and other civic or educational materials, so long as neither the Submission Materials nor any derivative works incorporating them are sold, licensed for a fee, or otherwise monetized.
2.6“Commercial Use”
“Commercial Use” means any use of the Submission Materials, or any material, protectable portion or derivative thereof, in which such materials are sold, licensed for a fee, or otherwise monetized. Any Commercial Use by Sponsor or its sublicensee(s) requires a separate written agreement with Entrant
3.OWNERSHIP
3.1Entrant Ownership of Entrant IP.
Entrant retains all right, title, and interest in and to the Entrant IP embodied within the Submission Materials, subject only to the Non-Commercial license granted to Sponsor under this Agreement. Nothing in this Agreement shall be construed as transferring ownership of Entrant IP to Sponsor.
3.2No Transfer of Copyright.
Sponsor acknowledges that Entrant owns all copyrightable elements of the Submission Materials that are original to Entrant and that do not incorporate, rely upon, or derive from MM Materials. Entrant’s ownership of such separable elements is unaffected by this Agreement.
3.3Sponsor Ownership of MM Materials.
Sponsor retains exclusive ownership of all MM Materials. Entrant acquires no ownership interest in MM Materials and may not reproduce, adapt, distribute, publish, or otherwise use MM Materials separately from the Submission Materials after the Competition. Notwithstanding the foregoing, Entrant may use, display, and publish their own Submission Materials solely for personal, academic, or professional non-commercial purposes, including portfolios and self-promotion, even if the Submission Materials incidentally contain or reference MM Materials, provided that Entrant does not extract, reuse, or adapt MM Materials apart from the Submission Materials. Entrant may not use MM Materials, or any portion thereof, directly or indirectly, to develop or participate in any competing design competition, accelerator, challenge, or similar program.
4.LICENSE GRANT TO SPONSOR
4.1Non-Exclusive License Grant.
Subject to the terms of this Agreement, Entrant hereby grants Sponsor a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, and sublicensable license to use the Submission Materials solely for Non-Commercial Uses. This license includes the rights to reproduce, display, publish, distribute, modify, adapt, annotate, excerpt, and otherwise make use of the Submission Materials in connection with Sponsor’s civic, educational, research, planning, or public-interest activities as described in this Agreement.
4.2Scope of Permitted Non-Commercial Uses.
The license granted in Section 4.1 authorizes Sponsor to use the Submission Materials in a broad range of non-commercial civic and educational activities supporting the Competition and the broader Missing Middles mission. Such activities include, without limitation: publication in print or digital pattern books; inclusion in exhibitions, symposia, and public presentations; use in curriculum, developer education programs, feasibility studies, or policy materials; integration into community workshops or accelerator programming; and incorporation into Sponsor’s website, communications, digital archives, and public-facing reports. Entrant acknowledges that these uses may involve adaptation or re-contextualization of Submission Materials in service of public education, design literacy, and community benefit.
4.3Derivative Works.
Sponsor may create, reproduce, publish, display, or otherwise use Derivative Works derived from the Submission Materials, provided that such uses are limited to Non-Commercial Uses.
5.COMMERCIAL USE NOT GRANTED
5.1No Commercial Rights Granted to Sponsor.
The license granted under this Agreement is expressly limited to Non-Commercial Uses. Sponsor receives no right to use the Submission Materials for Commercial Use, and no provision of this Agreement shall be construed as granting any such right.
5.2Separate Agreement Required for Commercial Use.
Any Commercial Use of the Submission Materials by Sponsor, a sublicensee, or any other party acting on Sponsor’s behalf shall require a separate written agreement, executed by Entrant and Sponsor or the applicable sublicensee, expressly granting such rights. Sponsor acknowledges that the absence of such a separate agreement precludes Sponsor from using the Submission Materials in any manner that constitutes Commercial Use under this Agreement.
6.SUBLICENSING AND ASSIGNMENT
6.1Sublicensing Rights.
Sponsor may sublicense the rights granted under this Agreement, in whole or in part, to any affiliate, partner, or successor entity, or to any other organization engaged by Sponsor to support its civic, educational, or public-interest activities, provided that all such sublicenses remain subject to the Non-Commercial Use limitations in this Agreement.
6.2Assignment.
Sponsor may assign this Agreement, in whole or in part, to any affiliate, partner, or successor entity, or to any nonprofit or other organization that assumes responsibility for activities consistent with Sponsor’s mission, provided that such assignee is bound by the same Non-Commercial Use limitations and obligations set forth in this Agreement. Entrant may not assign or transfer Entrant’s rights or obligations under this Agreement without Sponsor’s prior written consent.
7.ENTRANT RESTRICTIONS ON FUTURE USE
7.1No Reuse of MM Materials.
Entrant may not reuse, reproduce, distribute, publish, adapt, modify, incorporate into future works, or otherwise exploit MM Materials separately from the Submission Materials, whether for commercial or non-commercial purposes. For clarity, Entrant may display and publish their own Submission Materials for personal, academic, or professional non-commercial purposes, including portfolios and self-promotion, even if the Submission Materials incidentally contain or reference MM Materials, provided that Entrant does not extract or reuse MM Materials apart from the Submission Materials.
7.2Prohibition on Developing Competing Competitions or Programs.
Entrant may not use MM Materials, any portion of the Submission Materials that incorporates MM Materials, or any Competition workflows, datasets, templates, frameworks, or non-public Competition information to design, develop, administer, promote, or participate in organizing any competing design competition, accelerator, challenge, studio, or similar program. Nothing in this Section prohibits Entrant from using or displaying their own Submission Materials for personal, academic, or professional non-commercial purposes as permitted under this Agreement, or re-using elements of their own Submission Materials as part of an entry into another competition, provided such Submission Materials do not incorporate the MM Materials. Sponsor reserves the right to enforce this restriction to protect the integrity and intellectual property architecture of the Missing Middles ecosystem.
7.3Entrant’s Right to Reuse Entrant IP.
Entrant may reuse ideas, methods, concepts, or original creative elements that are separable from MM Materials, including incorporating such elements into new architectural or design work, academic projects, or commercially licensed materials. Entrant remains responsible for ensuring that any such reuse does not incorporate, derive from, or rely upon MM Materials in whole or in part.
8.ATTRIBUTION REQUIREMENTS
8.1Attribution for Unmodified Submission Materials.
When Sponsor publishes or displays Submission Materials in substantially unmodified form, Sponsor may attribute Entrant as the creator of the relevant materials, but Sponsor retains discretion regarding whether to provide attribution, as well as the manner, placement, format, prominence, and specific content of any attribution. Sponsor may omit attribution where doing so is impracticable, inconsistent with anonymity requirements, incompatible with formatting or editorial decisions, or otherwise determined by Sponsor in its reasonable discretion.
8.2Attribution for Modified or Combined Materials.
Sponsor has no obligation to provide attribution to Entrant in connection with any Derivative Work, including works that modify, annotate, transform, excerpt, combine, or otherwise adapt the Submission Materials. Where Sponsor elects to provide attribution in connection with a Derivative Work, Sponsor may provide attribution to Entrant, may provide attribution to Sponsor, may provide joint attribution, or may omit attribution entirely.Entrant acknowledges that the creation and dissemination of Derivative Works may alter or obscure Entrant’s original contributions to an extent that makes attribution unnecessary, impracticable, or potentially misleading.
8.3Approval for Attribution of Materially Modified Work.
If Sponsor elects to provide attribution to Entrant in connection with a Derivative Work that has been materially modified from the Submission Materials, Sponsor will provide Entrant with an opportunity to review the final attributed version solely for the purpose of approving the use of Entrant’s name in association with that materially modified content. Entrant’s ability to withhold approval is strictly limited to declining attribution; Entrant has no right to object to, restrict, delay, or condition Sponsor’s publication, display, use, adaptation, or dissemination of the Derivative Work itself in compliance with this Agreement, and no right to request editorial, artistic, or substantive changes to the Derivative Work. Sponsor retains full discretion over all creative, editorial, operational, and substantive aspects of any Derivative Work.
9.MORAL RIGHTS WAIVER
To the fullest extent permitted by applicable law, Entrant hereby irrevocably waives, and agrees not to assert against Sponsor or any sublicensee, any and all claims based on “moral rights,” “rights of attribution,” “rights of integrity,” or any comparable rights arising under the Visual Artists Rights Act (VARA), the Architectural Works Copyright Protection Act (AWCPA), or any other federal, state, or foreign law. Without limiting the foregoing, Entrant expressly consents to Sponsor’s modification, adaptation, translation, transformation, combination, excerpting, or other alteration of the Submission Materials for Non-Commercial Uses, as well as Sponsor’s discretion to publish such materials with or without attribution. Entrant acknowledges that these waivers are necessary to allow Sponsor to create educational, civic, and community-oriented Derivative Works and that Sponsor would not be able to use Submission Materials as intended without such waivers. Nothing in this Section affects Entrant’s ability to disclaim authorship of materially modified works as provided in Section 8.3.
10.REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
10.1Entrant Representations and Warranties.
Entrant represents and warrants that:
(a) Entrant is the sole and exclusive creator and rights holder of Entrant IP contained in the Submission Materials and has the full right and authority to enter into this Agreement;
(b) the Submission Materials do not infringe, misappropriate, or violate any copyright, trademark, trade secret, moral right, right of privacy or publicity, contractual right, or other proprietary or personal right of any third party;
(c) the Submission Materials do not include any content created or owned by a third party unless Entrant has obtained all permissions necessary to grant Sponsor the rights described in this Agreement;
(d) the Submission Materials comply with all applicable federal, state, and local laws, including those governing architectural works and copyrights;
(e) Entrant has adhered to all anonymity, procedural, and content requirements described in the Competition Terms & Conditions and Rules, including any disclosure obligations relating to the use of artificial intelligence tools; and
(f) Entrant’s use of MM Materials is strictly limited to preparation of the Submission Materials and does not extend beyond the Competition.
10.2Indemnification.
Entrant agrees to indemnify, defend, and hold harmless Sponsor, its officers, directors, employees, advisors, fiscal sponsors, Jury members, municipal collaborators, and sublicensees from and against any and all losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) any breach of Entrant’s representations or warranties in this Agreement;
(b) any claim that the Submission Materials infringe, misappropriate, or violate any intellectual property or proprietary rights of a third party;
(c) any claim relating to Entrant’s assertion of moral rights or objection to modification despite the waiver in Section 9;
(d) Entrant’s misuse or unauthorized reuse of MM Materials; or
(e) Entrant’s violation of the Competition Terms & Conditions or Rules.
Sponsor retains sole discretion regarding the selection of counsel in any matter for which it seeks indemnification.
11.CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS
11.1Entrant Confidentiality Obligations.
Entrant shall not publicly disclose, publish, or otherwise disseminate any information relating to their participation in the Competition—including submission identity, Finalist status, Jury feedback, or award notifications—prior to Sponsor’s public announcement of such information. Entrant further agrees not to disclose or make use of any non-public MM Materials, internal processes, Jury deliberation content, or confidential information obtained through the Competition. These obligations supplement and incorporate all confidentiality requirements set forth in the Competition Terms & Conditions.
11.2Sponsor Publicity Rights.
Sponsor may, in its discretion, publicly disclose Submission Materials, Entrant’s name and likeness (if provided), Finalist or Winner status, and other relevant information in connection with any Non-Commercial Use authorized under this Agreement. Sponsor may publish such information in print or digital media, press releases, reports, exhibitions, public events, books, or other civic, educational, or community-facing materials. Entrant acknowledges that such disclosures are a routine and necessary part of operating the Competition and advancing the Missing Middles mission.
12.DURATION AND TERMINATION
12.1Duration.
This Agreement shall commence upon Entrant’s acceptance and shall continue indefinitely unless and until terminated in accordance with this Section 12.
12.2Termination for Cause.
Sponsor may terminate this Agreement immediately upon written notice if Entrant materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
Entrant may terminate this Agreement upon written notice if Sponsor materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after receiving written notice thereof.
12.3Effect of Termination.
Termination of this Agreement shall not invalidate or retroactively restrict any Non-Commercial Uses or sublicenses that were properly authorized and actually exercised by Sponsor or its sublicensees prior to the effective date of termination, and such prior authorized uses may continue for their intended duration. No new Non-Commercial Uses or sublicenses may be initiated after the effective date of termination unless otherwise agreed in writing by Entrant.
13.MISCELLANEOUS
13.1Integration With Competition Documents.
This Agreement forms part of the binding agreement governing Entrant’s participation in the Competition and must be read together with the Competition Terms & Conditions and the Competition Rules. In the event of any inconsistency between this Agreement and the Terms & Conditions or the Rules, this Agreement shall control.
13.2Governing Law and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. Any dispute arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Sacramento County, California, consistent with the Competition Terms & Conditions.
13.3No Agency or Partnership.
Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, agency relationship, or fiduciary duty between Entrant and Sponsor.
13.4Severability.
If any provision of this Agreement is held invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.
13.5Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by Sponsor. No failure or delay by Sponsor in exercising any right or remedy shall constitute a waiver of that right or remedy.
13.6Electronic Acceptance.
Entrant’s electronic acceptance of this Agreement, whether through the Competition submission portal or any other mechanism authorized by Sponsor, shall constitute a valid and binding execution of this Agreement for all purposes.
